Corporate Governance

Swedencare

The parent company Swedencare AB (publ) is responsible for the strategy, business planning and management. This is done by the control of trademarks, patents, sales rights, cooperation agreements and as parent company of the subsidiaries. The parent companyŽs head office is located at Medeon Science Park in Malmö, Sweden.

Subsidiaries/Sales Company

Swedencare owns 100% of the shares to all subsidiaries which are responsible for the production, sales and marketing for its individual regions. The subsidiaries provide a monthly financial report as well as a sales progress to Swedencare. The group also have a common consolidation and reporting system. Through the local market knowledge of the subsidiaries, the marketing can be customized and the local customer preferences and new products can easily and effectively be identified. The subsidiaries are located and managed in Greece, Spain, France, Great Britain, Ireland, Sweden, USA, Canada and Italy.

The Board of Directors are responsible for the Company’s strategic and financial targets and, together with the management, for the strategic planning. In the BoD, there is an extensive experience of international sales and marketing as well as a wide international network. The Managing Director and CFO are responsible to provide a business plan in line with the BoDs strategic and financial targets. They are also responsible for financial planning, and questions and communication with the stock exchange. The CEO of the Company, together with the managing directors of the subsidiaries, is a management team responsible for product development as well as sales and marketing.

 

HĂ„kan Svanberg

President of the board since 2022 – Born 1957

Entrepreneur and owner to several companies within IT, travel and finance. Master in Philosophy from Örebro University.

Managing Director at SVANBERG & CO INVEST AB. Member of the board at Creative Tools, K3 Nordic AB, SVANBERG & CO INVEST AB, H. Svanberg Software Holding, Northway Partners, Svanberg Factoring, Treberg Holding AB and CYTO 365.

Independent in relation to the company/company management: Yes

Independent in relation to the company’s major owners: No

Holding*: 23 052 775


Johan Bergdahl

Member of the board since 2014 – Born 1970

Entrepreneur and owner to several companies within sales, IT and property management. Degree in market economy from Nercia Business School.

President of the board in BR Group AB. Member of the board in Comera AB, IB förvaltning AB, JCC Group AB, BR Group Holding AB, BR Group Fastigheter AB, Sibe förvaltning AB, Sjödins Stenhuggeri, Casa del Padel Bettorp.

Independent in relation to the company/company management: Yes

Independent in relation to the company’s major owners: No

Holding*: 7 526 755


Sara Brandt

Member of the board since 2019 – Born 1963

Senior business advisor and former Executive Vice President Almi AB. Prior to that, held several leading positions such as CEO Berner Nordic, Coca-Cola AB, Executive CEO at Cederoth Nordic and many years of experience from Unilever Nordic and UK. Broad operational and board experience from Swedish and international B2C and B2B companies with a focus on sustainable growth and development as well as from several industries and product categories such as consumer health, international distributor operations and financial services. Bachelor of Economics from Stockholm School of Economics.

Former board member of Almi Invest GreenTech, Almi Företagspartner Stockholm Sörmland, ClearOn and Moberg Pharma.

Independent in relation to the company/company management: Yes

Independent in relation to the company’s major owners: Yes

Holding*:


Thomas Eklund

Member of the board since 2016 – Born 1967

Advisor to Patricia AB (Investor AB) and former Managing Director of Investor Growth Capital in Europe. Extensive experience of investments and business development within the healthcare market.

Chairman of the Board of Sedana Medical AB (publ), Immedica Pharma AB and Mabtech AB.

Independent in relation to the company/company management: Yes

Independent in relation to the company’s major owners: Yes

Holding*: 950 000


Jean-Yves Parisot

Member of the board since 2022 – Born 1964

President of the Taste, Nutrition & Health segment, and board member of Symrise Group. Chairman of the Board of Probi and VetagroSup and prior to that, senior positions at e.g. Diana, Air Liquide, Danisco, Rhodia Food, Rhône-Poulenc, Rhône Mérieux – Mérial and Pfizer Animal Health. Doctor of Veterinary Medicine from the National Veterinary School of Lyon (VetAgroSup – France) and holds an MBA from HEC-ISA (France).

Independent in relation to the company/company management: Yes

Independent in relation to the company’s major owners: No

Holding*: –


Ulrika Valassi

Member of the board since 2022 – Born 1967

Board member and senior business advisor. Former head of credit for Landshypotek Bank and before that several senior positions within the SEB group. Recently involved in DBT’s start-up year. Extensive experience in banking and financial markets, structural investments and company development. Currently board member of Ålandsbanken Abp and Sparbanken SjuhĂ€rad. Bachelor of Economics from Uppsala University.

Independent in relation to the company/company management: Yes

Independent in relation to the company’s major owners: Yes

Holding*: 2 000


Heinz-JĂŒrgen Bertram

Member of the board since 2023 – Born 1958.

Chief Executive Officer of Symrise AG and prior to that member of the board of Symrise from 2006 to 2021. He has been employed by Symrise since 2003 and has had different leading positions within the company such as Global Head of Aroma Chemicals Division, Global Head of Operations and Global Head of Flavor & Nutrition. Chemistry Degree and Chemistry PhD from University of Hannover.

Independent in relation to the company/company management: Yes

Independent in relation to the company’s major owners: No

Holding*: –

 

* Own or related holdings of shares and other financial instruments in Swedencare. Holdings include related parties per 2023-03-31.

HĂ„kan Lagerberg

CEO

Håkan holds the leading position since 2014. Håkan has international experience from leading positions in private and public companies. Bachelor Degree in International Law from Lunds University. Postgraduate in International Trade Law from University of Torino in Italy.

He is also a Chairman of the Board of One CC AB. Member of the Board of Directors of Polygiene AB (publ), HAOLAG AB, Mastan AB and of SwedencareÂŽs subsidiaries.

Number of Shares* in Swedencare: 5 663 820


Jenny Graflind

CFO

Jenny has been employed and holds the leading position since 2017.

She has a long international background as CFO and previously as chief financial officer as well as auditor of global groups, both privately owned and owned by risk companies. Jenny has a Bachelor of Science in Management from Florida Atlantic University.

Board member in USWE Sports AB, Tammeo AB and board assignments in Swedencare’s subsidiaries.

Number of Shares* in Swedencare: 175 000


John Kane

Production Director

John has the leading position since 2022 and has been employed as CEO of the Vetio production entities since 2015. John has over 28 years of experience as a CEO and VP/GM of public and private companies in Specialty Chemicals, Human Nutrition, and Animal Health industries. Prior to Animal Health, John worked for Balchem Corporation, managing their Human Nutrition and Health business.

Bachelor of Science in Chemical Engineering from Villanova University and MBA from Wilmington University.

No other assignments.

Number of Shares* in Swedencare: 51 972


Brian Nugent

CCO of the North American veterinary- and online operations

Brian has the leading position since 2022 and has been employed as CEO of StratfordCare USA Inc. since 2011. Brian has over 20 years of experience as a founder, COO, and CEO of multiple successful animal health companies based in the US.

Prior to Animal Health, Brian worked in Operations Management for the Tampa Bay Buccaneers of the National Football League (NFL). Prior to working in animal health, Brian worked as the Director of Operations for the Tampa Bay Buccaneers of the National Football League (NFL).

Bachelor of Science in Multi-National Business Operations from the Florida State University.

No other assignments.

Number of Shares* in Swedencare: 325 000

* Holdings include related parties per 2023-03-31.

Europe

Loïc Dufour

Country manager of the subsidiary Swedencare France SARL (Buccosanté)

Loïc has been employed since May 2021.

Over 14 years of experience in marketing, communication, and sales team management in the Pet sector in France. Marketing license, IUT Lens.

No other assignments.

Number of Shares* in Swedencare: -.


John Leonard

MD of the subsidiaries Swedencare UK LTD and Swedencare Ireland LTD

John has been employed since 2004. Over 20 years of experience in the oral health industry as Sales Manager at TePe and Colgate and development manager at CTS dental.

HND Business & Finance from Teesside University.

No other assignments.

Number of Shares* in Swedencare: 418 515


Ioanna Psychogiou

Country Manager of the subsidiary Biovet I.K.E

Ioanna has been employed since 2012. Background as a manager of Biovet and experience in the pet and veterinary markets.

Physics Degree and Master’s Degree in Electronic Telecommunication of Technology.

No other assignments.

Number of Shares* in Swedencare: 156 790


David Ryder

Director of the subsidiary Custom Vet Products Ltd

David has been employed since 2012. Over 17 years of experience in sales management and marketing in the animal health Industry.

MSC in Computing and business information systems from Liverpool John Moore’s University.

No other assignments.

Number of Shares* in Swedencare: 620 095


Chris Jones

MD of the subsidiary Nutravet UK LTD

Chris has been employed since 2021.

Over 10 years of experience within the nutraceutical industry as Operations Director for one of UK’s leading nutraceutical manufacturers.

Bachelor of Business Administration from Lancaster University.

No other assignments.

Shareholdings* in Swedencare: 6431


Raquel Tosca

Country Manager of the subsidiary Swedencare Spain SLU

Raquel has been employed since 2019.

An international background of international business, marketing and communication, the latest from the animal health company Laboratorios Calier.

Master’s degree in Marketing, Communication & Digital Publicity from UOC University in Barcelona and Inesdi Digital Business School.

No other assignments.

Number of Shares* in Swedencare: -.


Sabine Uhde

Head of the Nordic subsidiary Swedencare Nordic AB

Sabine has been employed since 2015.

Background as a department manager and from the marketing department on TT-line.

Degree in Real Estate.

No other assignments.

Number of Shares* in Swedencare: 700


Renato della Valle

CEO of the subsidiary Innovet Italia SRL

Renato has been employed since 1996.

Founder and CEO of Innovet since 1996. Renato’s experience is mainly in developing and marketing over-the-counter small animal products.

High school graduation in agriculture.

No other assignments.

Number of Shares* in Swedencare: 606 799


USA

    Tim Ackerman

MD of the subsidiary Fulfillment Advantage Ventures INC (FAV)

Tim has been employed since 2021.

A strong background in retail, online distribution and sales. His experience has focused on licensed products and consumables.

MBA from Fairleigh Dickenson University and a BS in Marketing from Rider University.

No other assignments.

Number of Shares* in Swedencare: -.


Scott Garmon

President of the subsidiary Garmon Corp./NaturVet

Scott has been employed since 1979.

Bachelor of Science in Accounting from Cal Poly Pomona.

No other assignments.

Number of Shares* in Swedencare: 3 722 691


Ed Holden

MD of the subsidiary Pet MD Brands LLC

Ed has been employed since 2011.

Over 10 years of experience in Online Marketing and eCommerce.

Founder and MD of Pet MD Brands since 2011.

Degree in Management Information Systems from Loras College.

No other assignments.

Number of Shares* in Swedencare: 218 334


John Kane

MD of the subsidiary Vetio Animal Health

John has been employed since 2015.

Over 28 years experience as a CEO and VP/GM of public and private companies in Specialty Chemicals, Human Nutrition, and Animal Health industries. Prior to Animal Health, John worked for Balchem Corporation, managing their Human Nutrition and Health business.

Bachelor of Science in Chemical Engineering from Villanova University and MBA from Wilmington University.

No other assignments.

Number of Shares* in Swedencare: 51 972


Craig Kisciras

MD of the subsidiary Rx Vitamins, INC

Craig has been employed since 1998.

Entrepreneurial background across various sectors. Over 30 years of experience in the nutraceutical industry and over 25 years of experience in the animal health industry.

Founder and MD of Rx Vitamins since 1998.

No other assignments.

Number of Shares* in Swedencare: 318 474


Brian Nugent

MD of the subsidiary StratfordCare USA INC

Brian has been employed since 2011.

Over 20 years experience as a founder, COO, and CEO of multiple successful animal health companies based in the United States.

Prior to Animal Health,Brian worked as Operations Manager for the Tampa Bay Buccaneers of the National Football League (NFL).

Bachelor of Science in Multi-National Business Operations from the Florida State University.

No other assignments.

Number of Shares* in Swedencare: 325 000


Martin Shimko

MD of the subsidiaries SwedencareUSA INC and Tillverka Inc.

Martin has been employed since 2005.

A background as a management trainee from NASSCO and the management group in The Bohle Co.

Bachelor of Science in Engineering from the University of Michigan and a degree in accounting from the University of California LA.

No other assignments.

Number of Shares* in Swedencare: 1 325 000

*Holdings include related parties per 2023-03-31.

Articles of Association for Swedencare AB (publ) (556470-3790)

1. COMPANY NAME

The company name is Swedencare AB (publ). Public company.

2. REGISTERED OFFICE

The registered head office of the company is in the municipality of Malmö.

3. OBJECTS OF THE COMPANY

The company objective is, directly or indirectly, the development, manufacture and sale of products within the area of animal healthcare and preventive dental care and other business compatible therewith.

4. SHARE CAPITAL

The share capital shall be not less than SEK 500,000 and not more than SEK 2,000,000.

5. NUMBER OF SHARES

The number of shares shall be not less than 50,000,000 and not more than 200,000,000.

6. FINANCIAL YEAR

The company’s financial year shall be calendar year.

7. BOARD OF DIRECTORS

The board of directors shall consist of not less than three and not more than seven board members with not more than two deputy board members. The board members and deputy board members are elected annually for the period until the close of the first annual general meeting held after the year in which the board member or deputy board member was appointed.

8. AUDITOR
For audit of the company’s annual report, the accounts and the administration of the board of directors and managing director, not less than one auditor and not more than two auditors with or without deputy auditors shall be elected.
9. ANNUAL GENERAL MEETING

The following matters shall be addressed at the annual general meeting:

  1. Election of a chairman at the meeting;
  2. Preparation and approval of the voting list;
  3. Election of one (1) or two (2) persons to verify the minutes of the meeting;
  4. Approval of the agenda;
  5. Determination of whether the meeting was duly convened;
  6. Submission of the annual report and the auditor’s report, and if applicable, the group accounts and the auditor’s report for the group;
  7. Resolutions
    1. regarding the adoption of the income statement and balance sheet, and if applicable, the consolidated income statement and the consolidated balance sheet
    2. regarding allocation of profit or loss in accordance with the adopted balance sheet
    3. regarding the discharge from liability of the board members and, where applicable, of the managing director;
  8. Determination of fees for the board of directors and, where applicable, for the auditors;
  9. Election of the board of directors and auditors; and
  10. Other matters which rest upon the meeting according to the Swedish Companies Act or the company’s articles of association.
10. NOTICE TO ATTEND

Notice to attend a general meeting shall be advertised in Post- och Inrikes Tidningar (The Official Swedish Gazette) and on the company website. At the time of notice, information about the notice shall be advertised in Dagens Industri. The notice shall immediately, and at no cost for the recipient, be sent by post to those shareholders who so request and state their address

Notice to attend an annual general meeting and notice to attend an extraordinary general meeting at which the issue of alterations of the articles of association is to be addressed shall be issued not earlier than six weeks and not later than four weeks prior to the meeting. Notice to attend an extraordinary general meeting other than such as mentioned above shall be issued not earlier than six weeks and not later than two weeks prior to the general meeting.

11. APPLICATION IN ADVANCE

A shareholder, who wishes to participate at the general meeting, shall notify the company thereof not later than on the date specified in the notice to attend the general meeting. Such a date may not be a Sunday, other public holiday, Saturday, Midsummer Eve, Christmas Eve or New Year’s Eve and may not occur earlier than the fifth weekday prior to the general meeting. If the notice to attend the general meeting does not state a last day for notification, then notification is not required in order to participate at the general meeting. A shareholder who wishes to be accompanied by advisors at a general meeting shall state the number of advisors (not more than two) accompanying the shareholder in the application.

12. CSD CLAUSE

The company’s shares shall be registered in a CSD (central securities depository) register in accordance with the Financial Instruments (Accounts) Act (1998:1479).

13. COLLECTION OF PROXIES AND POSTAL VOTES

The board of directors may collect proxies in accordance with the procedure specified in Chapter 7, Section 4, second paragraph, of the Swedish Companies Act.

The board of directors may, prior to a general meeting of the shareholders’, decide that the shareholders shall be able to exercise their voting rights by post before the general meeting of the shareholders’.

____________________

Articles of Association adopted at the general meeting held on April 29, 2021

At the 2022 Annual General Meeting, the authorized auditing firm Deloitte AB was appointed for a one-year period up to and including the 2023 Annual General Meeting.

The auditor reviews the company’s annual report, interim report for the third quarter, and accounting, as well as the Board’s and the CEO’s administration.

Swedencare’s AUDITOR
Maria Ekelund
Principal auditor
Authorized Public Accountant at Deloitte AB.
Auditor in the group since 2023.

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